English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Corporate Governance Report
Sansan, Inc.
Latest Revision:

September 2, 2020

Company:

Sansan, Inc.

Representative:

Chikahiro Terada
Representative Director & CEO

TSE Code:4443

Contact:

Muneyuki Hashimoto
Director, CFO+81-3-6419-3131

URL

https://corp-sansan.com/

The corporate governance of Sansan, Inc. (the “Company”) is described below.

Ⅰ Basic Views on Corporate Governance, Capital Structure, Corporate Profile, and Other Basic Information
1. Basic Approach
The Company’s mission is “turning encounters into innovation.” Centered on business cards, which are proof of an encounter, theCompany rediscovers the possibility of encounters and provides an innovative service to the very nature of business andencounters. Through this service, the Company will maximize sustainable corporate value and contribute to society while
recognizing the importance of gaining the continued trust of all stakeholders.
Based on this recognition, the Company will secure the transparency of management decision-making and the supervision ofbusiness execution by having an Audit & Supervisory Committee. At the same time, the Company will establish an internal control
system based on the Basic Policy on Internal Control Systems determined by the Board of Directors and ensure its thoroughoperation while striving to maintain and strengthen corporate governance.

[Reasons for not Implementing Principles of the Corporate Governance Code]
The Company implements all principles of the Corporate Governance Code.

2. Capital Structure
Foreign Shareholding Ratio

From 10% to less than 20%

1

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

[Status of Major Shareholders]Name or Designation

Number of Shares Held

Shareholding(Shares)

Ratio (%)

Chikahiro Terada

10,870,000

34.91

DCM Ventures China Fund (DCM VII), L.P.

1,355,000

4.35

A-Fund, L.P.

1,280,000

4.11Japan Trustee Services Bank, Ltd. (Trust account)

1,187,000

3.81

The Master Trust Bank of Japan, Ltd. (Trust account)

1,131,100

3.63

Kei Tomioka

1,040,000

3.34

Trustee of specified trust of money other than money trust: SMBC Trust Bank Ltd.

1,010,000

3.24

JP MORGAN CHASE BANK 385632

906,347

2.91

BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)

790,189

2.54

Kenji Shiomi

580,000

1.86

Controlling shareholders (excluding parent company)-

Existence of parent company

None■Supplementary information-

3. Corporate Attributes
Stock Exchange Listings and Market Classification

Tokyo Stock Exchange, Mothers

Fiscal Year-End

May

Category of BusinessInformation, Telecommunications

Number of Employees (consolidated) as of the end of

From 500 to less than 1,000

the previous fiscal year
Sales (consolidated) as of the end of the previous

From ¥10 billion to less than ¥100 billion

fiscal year
Number of consolidated subsidiaries as of the end ofLess than 10 companies

the previous fiscal year

4. Guidelines for measures to protect minority shareholders when conducting transactions with controlling shareholders
5. Other special circumstances that may have a material impact on corporate governanceNot applicable2

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Ⅱ Management Framework regarding Management-Related Decision-Making, Execution and Supervision,and Other Corporate Governance Matters

1. Matters regarding organizational structure and operations, etc.
Organization Form

Company with Audit & Supervisory Committee[Directors]
Number of Directors Stipulated in the Articles of

13

Incorporation
Term of Office of Directors Stipulated in the Articles of

Directors (excluding Audit & Supervisory Committee Members): 1 year

Incorporation

Audit & Supervisory Committee Members: 2 years

Chairman of the Board of Directors

Chief Executive Officer (CEO)

Number of Directors

10Election of External Directors

ElectedNumber of External Directors

4

Number of External Directors Designated as

2

Independent Officers■External Directors’ Relationship with the Company (1)Relationship with the Company (*)
Name

Attributea

Yasuko Yokosawa

Attorney

Toru Akaura

From another company

Osuke Honda

From another company

Yoshiki Ishikawa

Academic

b

c

d

e

f

g

h

i

j

k

◯

* Selection criteria regarding relationship with the Company○: shows the item is/was applicable to the external director either currently or until recently△: shows the item was applicable to the external director in the past●: shows the item is/was applicable to a close relative of the external director either currently or until recently▲: shows the item was applicable to a close relative of the external director in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides

3

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

compensation as a director/Audit & Supervisory Committee member
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the Audit & Supervisory Committee
Member himself/herself only)
i. Executive of a company, between which and the Company external directors/Audit & Supervisory Committee member are mutually appointed (thedirector himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
k. Others■Relationship with the Company (2)Membership

Designationof Audit &asSupervisory

Independent

Committee

Director◯◯

Supplementary
Name

Information on

Reasons for Appointment

Applicable Items
Yasuko Yokosawa

TMI

Ms. Yokosawa possesses specialist knowledge

Associates Counsel

as an attorney with regard to areas such as
corporate legal affairs and compliance. The
Company has appointed her as an External
Director in the anticipation that she will present
opinions from a legal perspective. In addition,
there is no special relationship between Ms.
Yokosawa and the Company and she is unlikely
to have conflicts of interest with generalshareholders. Therefore, the Company has
nominated her as an Independent Director.

Toru Akaura◯

Incubate FundAs a general partner at Incubate Fund, Mr.

General Partner

Akaura possesses many years of professional
experience in the venture capital business
together with a wealth of experience as a directorof other companies and has cultivated broad
insights through these experiences. He is
appointed as an External Director in the
anticipation that he will offer advice andsuggestions
management.

4

with

regard

to

all

areas

of

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

◯Osuke Honda

DCM Ventures

As a general partner of DCM Ventures, Mr.

General Partner

Honda

possesses

diverseprofessional

experience in the venture capital business
together with a wealth of experience as a directorof other companies and has cultivated broad
insights through these experiences. He is
appointed as an External Director in the
anticipation that he will offer advice andsuggestions

withregard

to

all

areas

of

management.
◯

Yoshiki Ishikawa◯－

Mr. Ishikawa possesses a wealth of specialist
knowledge as a Doctor of Medicine and a data
scientist in the data analysis and utilization
domain. He is appointed as an External Director
in the anticipation that he will offer advice andsuggestions from his perspective as a businessperson,cultivated throughhis

professional

experience in founding his own company and inbeing involved in company management.
In addition, there is no special relationshipbetween Mr. Ishikawa and the Company and heis unlikely to have conflicts of interest withgeneral shareholders. Therefore, the Company
has nominated him as an Independent Director.

[Audit & Supervisory Committee]■The Committee’s Composition and Attributes of Its Chairperson

Audit

&

Supervisory

All Committee

Full-time

InsideExternal

Members

Members

Directors

Directors

40Committee

Appointment of Directors and/or Staff to Support the
Appointed
Audit & Supervisory Committee

50Chairperson

4External Director

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

■Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
If an employee is assigned to assist the duties of the Audit & Supervisory Committee, that employee shall be able to assist the dutiesof the Audit & Supervisory Committee independently, without being subject to the chain of command of a director who is not an Audit &Supervisory Committee member. The evaluation and assignment of the employee shall be determined after discussion with the Audit& Supervisory Committee.

■Cooperation among the Audit & Supervisory Committee, Accounting Auditors and Internal Auditing Department
Furthermore, Audit & Supervisory Committee members and the Internal Auditing Department promote the sharing of information
through their attendance at audit reviews that are held regularly by the Accounting Auditor. At the same time, by continually
exchanging opinions on the presence of audit-related problems and issues going forward, the Company promotes the establishmentof internal controls essential for its sound management and continued development, as well as the evaluation and verification of theoperation status and effectiveness thereof.

[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s) Corresponding

None

to Nomination Committee or Remuneration Committee[Independent Directors]
Number of Independent Directors

2■Matters Related to Independent Directors
Based on the independence standards for independent officers stipulated by the Tokyo Stock Exchange, the Company has
designated Ms. Yokosawa and Mr. Ishikawa as Independent Directors because they have no business relations at all with theCompany and they are unlikely to have conflicts of interest with general shareholders.

[Incentives]
Implementation of Measures to Provide Incentives toIntroduction of a stock-option system

Directors■Supplementary Explanation
In addition to a stock-option system, which was introduced with the aim of further enhancing director motivation and enthusiasm
toward improving the Company’s business performance, the Company has introduced the Stock Acquisition Rights Trust and the
Performance Target-linked Stock Acquisition Rights, which aims to provide an incentive to current and future Group directors to
improve corporate value over the medium to long term.

6

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Recipients of Stock Options

Directors, External Directors, Employees, Directors of the Parent
Company, Subsidiaries’ Directors, Subsidiaries Employees, Others■Supplementary Explanation
The Group has adopted the stock-option system with the aim of linking medium- to long-term growth and the improvement ofcorporate value with benefits received by the recipients of stock options, and increasing the motivation of the recipients to contribute to
the Company. The number of stocks distributed to each recipient is decided based on position, expected role (mission grade), etc.

[Director Remuneration]
Disclosure of Individual Director’s Remuneration

No Individual Disclosure■Supplementary Explanation
Since no director is paid in excess of a total of ¥100 million in remuneration etc., individual remuneration amounts are not shown.
Furthermore, the total amount of directors’ remuneration is disclosed separately in the Annual Securities Report.

Policy on Determining Remuneration Amounts andEstablishedCalculation Methods■Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Concerning the remuneration for Directors, excluding members of the Audit & Supervisory Committee, the total annual amount of
remuneration paid to Directors shall not exceed ¥300 million, as resolved at the General Meeting of Shareholders. The amounts paid
to each director shall be determined by a Representative Director who has received authorization from the Board of Directors, after
comprehensively taking into account business performance and other factors in each director’s business division. In addition,
remuneration for Directors who are members of the Audit & Supervisory Committee shall not exceed the total annual remuneration
amount of ¥50 million, with each such director’s remuneration being decided following discussions by the Audit & Supervisory
Committee.

[Support System for External Directors and/or Corporate Auditors]
For external directors, the General Affairs and Legal Department will distribute materials in advance and explain the agenda when theboard of directors meets.
In addition, the Audit & Supervisory Committee Support Team has been established to assist the Audit & Supervisory Committee
members, and employees will carry out duties related to those of the Audit & Supervisory Committee members.

7

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

2. Matters on Functions such as Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System)
An overview of the Company’s corporate governance structure is described below.

Board of Directors
The Board of Directors consists of 10 directors, including 4 directors who are members of the Audit & Supervisory Committee. All
directors who are members of the Audit & Supervisory Committee are External Directors. The Company has invited as External
Directors persons such as those with experience as a director at other companies and legal experts with a detailed knowledge ofcorporate legal affairs and compliance in order to promote the establishment of a system that enables the Company to conduct
management decision-making from a broader perspective and to supervise management from outside the Company, while utilizing
their insights on corporate management based on their wealth of business experience. In order to conduct effective and prompt
decision-making, the Board of Directors holds a regular Board of Directors meeting once a month in principle, as well as holding
extraordinary meetings as needed.
The Board of Directors functions both as a body for supervising the operations of directors and a body for making decisions onimportant management matters, in compliance with the Articles of Incorporation and laws and regulations.

Audit & Supervisory Committee
The Company’s Audit & Supervisory Committee comprises 4 directors who are members of the Audit & Supervisory Committee. All
Committee members are External Directors. Directors who are members of the Audit & Supervisory Committee include attorneys
or persons who possess an independent perspective on corporate management. Thus the Company has established a structure inwhich management supervision is conducted from the standpoint of each Committee member’s professional ethics.
Directors who are members of the Audit & Supervisory Committee express opinions on directors’ execution of business atmeetings of the Board of Directors and other meetings.
The Audit & Supervisory Committee monitors the vision of governance and its operational status. In order to audit and supervise
the everyday activities of the directors, including the directors’ performance of duties, the Audit & Supervisory Committee
implements audits based on the audit plan and holds meetings of the Audit & Supervisory Committee once a month whileconvening meetings with the Internal Auditing Department and Accounting Auditors, and sharing information necessary forauditing.

Status of Internal Audits, Audit & Supervisory Committee Members’ Audits, and Financial Audits
Internal Audits.
1 person belonging to the Internal Auditing Department and 2 internal auditors appointed by the head of the Internal Auditing
Department are in charge of the Company’s internal auditing. The objective of internal auditing is to examine and evaluate theeffectiveness of internal controls established and operated at the Company, and to point out matters that require improvement andoffer advice toward making improvement in order to contribute to achievement of the Company’s management targets and stablebusiness operations. The Internal Auditing Department makes an internal audit plan each fiscal year, implements internal auditing
after receiving the approval of the CEO, and reports results of auditing to Representative Directors and the division that was
subject to auditing while pointing out matters to the said department in order to realize improvements, and checking the status of8English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

improvements. Internal auditing is carried out by 1 member of the Internal Auditing Department and other persons nominated by
the Internal Auditing Department. The Internal Auditing Department cooperates with the Audit & Supervisory Committee andshares information necessary for auditing.

Audit & Supervisory Committee Members’ Audits
The Company’s Audit & Supervisory Committee consists of 4 members, all of whom are external directors.
Based on the Audit & Supervisory Committee’s guidelines, the Audit & Supervisory Committee carries out audit operations in linewith auditing standards, auditing policies, the Audit Plan, auditing methods, etc. decided by the Audit & Supervisory Committee.
The Audit & Supervisory Committee checks whether the Company’s internal control systems are being established and operated
appropriately, receives regular reports on the comprehensive implementation status of audits from the Internal Auditing Department,
and shares information at the meeting of the Audit & Supervisory Committee. Furthermore, in order to foster sufficient
communication and deepen mutual awareness between Audit & Supervisory Committee members and the Representative Director,
they exchange opinions under the theme of significant auditing issues, etc. By attending meetings of the Board of Directors, etc.,
each Audit & Supervisory Committee member receives information regarding the status of business execution, and by giving theiropinions regarding this, audits and monitors the legality and suitability, and ensures appropriate business execution.
In addition, the Audit & Supervisory Committee monitors and verifies whether the Accounting Auditors maintain their independence
and implement appropriate audits, and receives reports from the Accounting Auditors regarding the performance of their duties andrequests explanations when necessary. Moreover, the Audit & Supervisory Committee receives notification from the Accounting
Auditors regarding steps to improve the “systems for ensuring that the performance of the duties is being carried out properly” (asenumerated in each item of Article 131 of the Regulation on Corporate Accounting) in compliance with the “Quality Control
Standard for Audit” (adopted by the Business Accounting Council on October 28, 2005), etc., and requests explanations whennecessary.
Furthermore, Ms. Yasuko Yokosawa, an External Director who is a member of the Audit & Supervisory Committee, is a qualified
attorney and she offers recommendations and advice on the Company’s legal affairs from her standpoint as an expert.

Financial Audits
The Company has concluded an auditing contract with KPMG AZSA LLC. There is no relationship of special interest between the
Company and this auditor or its employees who conduct audits. The names of the certified public accountants who executed theaudit and the composition of the assistants involved in the audit work are stated below.

1.

Names of the certified public accountants who execute the audit:
Atsuki Kanezuka, Designated limited liability partner and executive partner
Genta Tsuru, Designated limited liability partner and executive partner

2.

Composition of assistants involved in the audit work:
4 certified public accountants
7 other individuals

3. Reasons for adopting the current corporate governance structure9English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

From the perspective of further strengthening the auditing and oversight functions of the Board of Directors through the further
enhancement of corporate governance, the Company transitioned from being a company with a Board of Auditors to a company
with Audit & Supervisory Committee on August 18, 2015. The Company made this transition in order to leverage the functions ofExternal Directors, who do not personally execute business operations. Members of the Audit & Supervisory Committee, whopossess auditing authority and voting rights at meetings of the Board of Directors appropriately oversee the Directors’ execution ofbusiness in terms of both legality and validity. With this transition to a company with Audit & Supervisory Committee, the Company
believes it will enhance the fairness, transparency, and effectiveness of management.

10English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Ⅲ Implementation of Measures for Shareholders and Other Stakeholders
1. Efforts to ensure that the General Shareholder Meeting is active and well-facilitated and that voting rights are exercisedsmoothly

Supplementary Explanations
Early

NotificationofGeneralShareholder Meeting
Scheduling

GeneralThe Company endeavored to promptly send the Convocation Notice at least three weeks
prior to the date of the 13th Annual General Meeting of Shareholders.

Shareholder

Meeting to Avoid Peak Days

The Company has scheduled its General Shareholder Meeting for August, when thegeneral shareholder meetings of other companies are not expected to be intensively held.
The Company will avoid scheduling its General Shareholder Meeting on peak days sothat as many shareholders as possible can attend.

Allowing

Electronic

ExerciseofVoting Rights

The Company has made it possible to exercise voting rights via the Internet beginningwith the 13th Annual General Meeting of Shareholders in order for every shareholder toactively exercise voting rights.

Participating in the Electronic Voting

The Company has commenced the utilization of the electronic voting rights exercise

Platform

platform for institutional investors operated by ICJ, Inc. beginning with the 13th Annual

and

Other

Efforts

toEncourage Institutional Investors toGeneral Meeting of Shareholders.

Exercise their Voting Rights
Providing Convocation Notice in

The Company posts the Japanese and English versions of the Convocation Notice on the

EnglishCompany’s website on the same day.

Other

In order to ensure sufficient time for shareholders to consider the agenda, stimulate
activity at the general meeting of shareholders and facilitate the exercise of voting rights,
the Company began posting the Convocation Notice on its website prior to sending theConvocation Notice from the 13th Annual General Meeting of Shareholders.

2. IR Activities
Explanation by
Supplementary Explanations

Preparation and Publication of Disclosure

We strive to provide shareholders and investors with

Policyinformation in a transparent, fair and continuous manner.

Representative

Our basic policy on IR activities and information disclosure
methods are posted on our website:
https://ir.corp-sansan.com/en/ir/policy.html
Regular Investor Briefings for Individual

We believe this is a matter that should be considered going

Investors

forward.

11

NoEnglish Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Regular Investor Briefings for Analysts and

The Representative Director & CEO and Executive Officers

Institutional Investors

hold financial results briefings for analysts and institutional

Yes

investors four times a year (once every quarter), andprovide explanations on business results, management
policy, and other matters. Furthermore, the video and scriptof these briefings are posted on the IR section of theCompany’s website.
Regular Investor Briefings for Overseas

The video of investor briefings translated to English andInvestorspresentation materials on financial results with attached

Yes

English script are posted on the IR section of theCompany’s website. Furthermore, the Company provides
information to overseas institutional investors in Europe,
the Americas, Asia, etc. through telephone conferences,
conferences, etc., and in November 2019, theRepresentative Director & CEO and Directors visited
institutional investors in North America.
Posting of IR Materials on the Website

The Company plans to post various IR materials on its
website, such as financial briefings, timely disclosurematerials, securities reports, quarterly financial briefing,
notice of the annual general meeting of shareholders,presentation materials for the general meeting ofshareholders, presentation material on financial results,
supplementary presentation material on financial results,
and frequently asked questions. Main IR materials aredisclosed in Japanese and English at the same time.
IR site: https://ir.corp-sansan.com/en/ir.html

Establishment of Department in Charge of

IR Lead: Muneyuki Hashimoto, Director, CFO

IR

IR Department: IR Group

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Establishment of Internal Rules for

The Company’s mission is “turning encounters into innovation.” Centered on

Respecting the Position of Stakeholders

business cards, which are proof of an encounter, the Company rediscovers thepossibility of encounters and provides an innovative service to the very nature ofbusiness and encounters. Through this service, the Company will maximize
sustainable corporate value and contribute to society while recognizing theimportance of gaining the continued trust of all stakeholders.

12English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Implementation of Environmental

Based on the concept of starting now, rather than in the future once the company

Conservation Activities, CSR Activities, etc.

has grown, our CSR team is called the ‘NOW Team’, and is currently managing two
endeavours:

Scan for Trees
This is an effort to support environmental issues and regional reconstruction byplanting trees, the raw material of business cards. We plant trees in regions in needaccording to the number of business cards scanned into Sansan. So far we haveplanted 7,224 trees (as of August 1st, 2020).

Sansan for NPO
This is our project to support NPOs working on solving social issues. We provide
full Sansan services to these NPOs at significantly reduced prices, since it isordinarily difficult for them to budget for IT solutions.
Development of Policies on Information

We will proactively disclose information to our stakeholders through our website

Provision to Stakeholders

and financial results briefing.

OthersSystems and an Environment that Support Women’s Activities
In order to realize the Group’s stated mission and accelerate business growth, theCompany is working on initiatives aimed at developing the environment for
improving the productivity of employees, believing that maximizing the growth ofeach and every employee and continuous sustainable growth is important.
Regarding the point of supporting women in playing an active role, the Company isaiming for an environment in which it is easy to work regardless of gender. To
support the early return to work of women who took maternity leave and childcare
leave, the Company has set up a support system for entering nursery school andcommuting to nursery school by having an allowance to pay the full costs fornursery school and assistance for taxi fares, and a support system for babysitter
fees with the aim of balancing women’s work and parenting.

13

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

IV Matters Related to the Internal Control System
1. Basic Views on the Internal Control System and the Progress of System Development
The Company strives to maintain and enhance corporate governance by the establishment and strict operation of an internal
control system based on the Basic Policy on Internal Control System, which was determined by the Board of Directors.

a) System to ensure that the execution of duties by directors and employees complies with laws and regulations as well as the
Articles of Incorporation (System for Strict Compliance with Laws and Regulations and the Articles of Incorporation).
1. Directors and employees carry out appropriate corporate activities based on high ethical standards and comply with laws andregulations and internal rules such as the Articles of Incorporation in accordance with the Company’s corporate philosophy andcode of conduct, “The Katachi of Sansan.”
2. Implement internal audits by the Internal Auditing Department, an independent entity under the direct supervision of the CEO,to verify if execution of business operations is being conducted based on laws and regulations, the Articles of Incorporation, andinternal and other rules while at all times strive to make improvements when issues are discovered.

b) System for storage and management of information related to execution of duties by directors (Information Storage andManagement System)
1. Store and manage documents, business forms, and records made in an electronic format based on the Rules on Document
Management, after classifying according to level of confidentiality.
2. Directors may access these documents and records at any time.

c) Rules and other systems for managing risk of loss (Risk Management System)
1. Appropriately manage a host of potential risks in the Company’s business activities through the establishment of internal rules
and a response system.
2. Give utmost priority to the appropriate handling of personal information, appoint a person in charge of personal information
protection, and make efforts to minimize the risks associated with the management of personal information by establishinginternal rules centered on a set of basic regulations for the protection of personal information.
3. Reduce information security risks by appointing a Chief Information Officer with responsibility and authority for information
security risks and risk management and establishing rules on management of information systems.
4. Directors immediately report to the Audit & Supervisory Committee in the event of any kind of risk arising that may cause amajor loss to the Company.

d) System to ensure that the duties of the directors are being carried out efficiently (System for Securing Efficiency)
1. Hold regular meetings comprising directors once a month and convene extraordinary meetings as needed in accordance withlaws and regulations, the Articles of Incorporation, and the rules of the Board of Directors in order to audit the status of businessexecution by discussing and making decisions on important matters, and receiving reports from Executive Directors
2. Establish a suitable and efficient decision-making system through developing internal rules such as the Board of Directors’
Rules, and clarifying areas of responsibility and authority.

14

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

e) System to ensure the properness of business operations of the corporate group composed of the Company and its subsidiaries(Internal Control of Corporate Group)
1. Share the Company’s corporate philosophy and code of conduct, The Katachi of Sansan, with subsidiaries and make it theguiding principle for Group-wide ethics in business operations and business.
2. The Internal Auditing Department implements regular audits in order to verify if the business operations of the Company andits subsidiaries are in compliance with laws and regulations, the Articles of Incorporation, internal rules, and other regulations.

f) Internal control system for financial reporting (System to ensure properness of financial reporting)
1. In order to secure the properness of financial reporting of the Company and its subsidiaries, the Company develops andappropriately operates internal rules, including the Basic Policy on Internal Controls Related to Financial Reporting, based on
the Financial Instruments and Exchange Law and other laws and regulations in Japan and overseas that apply to the Company
and its subsidiaries.
2. Develop and operate a monitoring system for financial reporting and establish a system for timely and appropriate reportingwhen internal control system problems or defects are identified through the monitoring system.
3. In terms of information infrastructure, make effective and efficient use of the internal control system for financial reporting andrespond appropriately with respect to General Control and Application Control.

g) Matters related to the Office that assists the duties of the Audit & Supervisory Committee.
Matters related to the independence of members of that Office and matters on ensuring the practicability of instructions to thosemembers (Establishing an Office and Office member for the Audit & Supervisory Committee), (Independence of the Office for the
Audit & Supervisory Committee), (Ensuring practicability of instructions to the Office of the Audit & Supervisory Committee).
1. Establish an Office under the direct control of the Audit & Supervisory Committee and designate an Office member to assist
the duties of the Committee’s members on a full-time basis.
2. The supervisory authority over that Office member is to belong exclusively to the Audit & Supervisory Committee and theappointment, transfer, performance evaluation, disciplinarian action, and other matters regarding the member require theapproval of, and prior notification to, the Audit & Supervisory Committee.

h) System for submitting reports to the Audit & Supervisory Committee, which includes the system for directors and employees toreport to the Audit & Supervisory Committee
1. Directors and employees shall promptly inform the Audit & Supervisory Committee of any matter that may have a significant
impact on the Company and the implementation status of internal audits as well as legal matters, and provide necessary reports
and information in response to requests from the Audit & Supervisory Committee.
2. Formulate rules for a Whistle-Blower System and ensure the operation of an appropriate reporting system based on the
stipulations of the Whistle-Blower System. The Company shall not treat any director or employee unfavorably on the basis of
said director or employee using the System to give a report to the Audit & Supervisory Committee.

15

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

i) Other: Systems for ensuring the effectiveness of audits by the Audit & Supervisory Committee (Systems for ensuring theeffectiveness of audits by the Audit & Supervisory Committee)
1. The CEO shall meet regularly with the Audit & Supervisory Committee and Accounting Auditor to exchange of opinions andcommunicate effectively.
2. The Audit & Supervisory Committee shall meet regularly with the Accounting Auditor, cooperate with the Internal Auditing
Department, and exchange information at all times.
3. Payments of costs incurred in the process of executing the duties of the Audit & Supervisory Committee member shall be
addressed upon a request for payment.

2. Basic Views on Eliminating Anti-Social Forces
a. Basic Views on Eliminating Anti-Social Forces
The Company shall conduct fair and responsible corporate activities by the formulation of its Basic Policy on Eliminating Anti-Social
Forces and its dissemination inside and outside the Company as well as the securing and maintaining of a compliance systemthrough the development and operation of all internal rules.

b. Status of the Company’s preparedness for the elimination of antisocial forces(a) Status of the preparedness of internal rules
All executives and employees of the Company shall comply with the Basic Policy on Eliminating Anti-Social Forces and otherinternal rules and establish a system to promote the elimination of such forces.
Additionally, by establishing Detailed Rules on Investigations into Anti-social Forces for Sales Management and Detailed Rules onExternal Procurement Transactions as operational rules, the Company has built a system for preventing transactions with
anti-social forces.

(b) Special department with responsibility for countermeasures in relation to anti-social forces and person responsible for theprevention unreasonable demands
The Company has established the following system for responding to antisocial forces.
1. Person with overall responsibility: Executive in charge of General Affairs & Legal
2. Division with overall responsibility: Legal Team
3. Responding division: The department dealing with that business partner(c) Method for addressing the elimination of anti-social forces
ⅰ. New business partners, shareholders, and executives
As a general principle, the Company uses a private sector tool to ascertain whether or not new business partners, shareholders,and executives have relationships with anti-social forces.
At the commencement of business, the Company inserts a wording in all contracts in which the partner guarantees that they
have no relationship with anti-social forces, and a contract cancellation clause to be invoked in the event that the partner does
have such relationship.

16

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

ⅱ. Existing business partners
Using a price sector investigative tool, the Company carries out checks on all existing business partners to ascertain whether or
not they have relationships with anti-social forces. In addition to taking the usual precautions, the Company also implements
investigations and checks to a certain extent.
ⅲ．The Company has a system for dissolving relationships with existing business partners if it comes to light that they are
anti-social forces or are suspected of being such forces.

(d) Status of cooperation with external specialist organizations
The Company continuously studies the importance of eliminating anti-social forces through external lectures and seminars.
Additionally, the Company has established cooperative ties with the police, the Center for Removal of Criminal Organizations, andlegal counsel.

(e) Status of efforts to gather and manage information related to anti-social forces
The Company consolidates information on anti-social forces with the responsible division, thereby centralizing the gathering andmanagement of information.

(f) Implementation status of training activities
On joining the Company, new employees submit a written pledge confirming that they have no relationships with anti-social forces
and the Company explains the importance of eliminating anti-social forces.

17English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

V Other Matters
1. Adoption of Anti-Takeover Measures
Adoption of anti-takeover measures

No■Supplementary Explanation-

2. Other matters concerning corporate governance system, etc.
A flow chart describing the Company’s corporate governance and timely disclosure systems is attached for reference.

[Chart 1]

Corporate Governance System

General Meeting of Shareholders
Appointment/
Dismissal

Appointment/
Dismissal
Auditing/
Supervision

Board of Directors
Directors

Reporting

Audit and Supervisory
Com mittee
Cooperation

Directors serving on the Audit andSupervisory Committee

Appointment/Dismissal/
Supervision

Cooperation

Direction

Cooperation

Internal Auditing
Department

Representative Director
Reporting
ReportingInternal auditing

Direction/Commands

Departments/Divisions

18

Supervision

Accounting Auditor(excl. directors servingon the Audit andSupervisory Committee)

Appointment/
Dismissal

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

[Chart 2]
Tokyo Stock Exchange

Timely Disclosure System

Kanto Local Finance Bureau
Corporate Lawyers
Auditing Corporation

Cooperation

Board ofDirectors

Person in Charge of Disclosure

Representative Director

Departments andSubsidiary Companies⑤ Discussion anddecision-making
Person in charge of
disclosure1) Confirm information
Deliberation

2) Review necessity to disclose
3) Present decision to Board of
Directors②Response andconfirmation

Provision ofimportantfacts/news④Reporting Person in charge of
information
management⑥Acknowledgement①Reporting③Generate documents

Decision todisclose

Decision todisclose⑦Instruction to disclose

Record disclosure of
docum ents
(via TDnet, etc.)⑧Record disclosure of documents(assign planned disclosure schedule)⑨Disclosure ofInformation⑩Automatically reflect
information disclosed on TDnet⑪Publish on
Com pany website(Updates fully automated)

19

Provision offinancial andperformancerelated
information